-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TtNN/TYZjbP1VgvCOfqf53gVy44qAoFcqoQz8MloIJixz+l1nyY2nYrT81H8DHWG xr8CM0NymkmfVVgEXYMLaQ== /in/edgar/work/20000814/0000926274-00-000360/0000926274-00-000360.txt : 20000921 0000926274-00-000360.hdr.sgml : 20000921 ACCESSION NUMBER: 0000926274-00-000360 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO MEDICAL AUTOMATION INC CENTRAL INDEX KEY: 0000812152 STANDARD INDUSTRIAL CLASSIFICATION: [3577 ] IRS NUMBER: 840922701 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-16335 FILM NUMBER: 697049 BUSINESS ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 201 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 3033680401 MAIL ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 201 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: OZO DIVERSIFIED AUTOMATION INC /CO/ DATE OF NAME CHANGE: 19920703 10QSB 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2000. OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to ------------------- Commission file number: 0-16335 Bio-Medical Automation, Inc. ---------------------------- (Exact name of small business issuer as specified in its charter.) Colorado 84-0922701 - ---------------------------- ------------- (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 900 Third Avenue, Suite 201, New York, NY 10022 (Address -------------------------------------------------------- of principal executive offices) (Zip Code) (212) 610-2778 ------------------------- (Issuer's telephone number, including area code) 7450 East Jewell Avenue, Suite A, Denver, Colorado 80231 (Former Address) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- The number of shares of the registrant's common stock. $.10 par value, outstanding as of August 11, 2000 was 707,128 shares. BIO-MEDICAL AUTOMATION, INC. FORM 10-QSB JUNE 30, 2000 Table of Contents ----------------- Part I Financial Information Item 1. Financial Statements Balance Sheets as of December 31, 1999 and June 30, 2000 3 Statements of Operations for the Six Months and Three months ended June 30, 1999 and 2000 4-5 Statements of Cash Flows for the Six Months ended June 30, 1999 and 2000 6 Notes to Financial Statements 7 Item 2. Management's Plan of Operation 8 Part II Other Information Item 2. Changes in Securities 10 Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 PART I - FINANCIAL INFORMATION Item 1. Financial Statements
BIO-MEDICAL AUTOMATION, INC. BALANCE SHEETS December 31, June 30, 1999 2000 (Unaudited) ASSETS CURRENT ASSETS Cash $ 425,211 $ 381,943 ---------- ---------- Total Current Assets 425,211 381,943 PATENT COSTS 18,724 - ---------- ---------- $ 443,935 $381,943 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 15,393 $ 7,407 ---------- ---------- Total Current Liabilities 15,393 7,407 ---------- ---------- STOCKHOLDERS' EQUITY Preferred Stock, $.10 par value Authorized - 1,000,000 shares Issued - none - - Common Stock, $.10 par value Authorized - 5,000,000 shares Issued and outstanding - 643,128 (1999) and 707,128 (2000) shares 64,313 70,713 Capital in excess of par value 1,312,049 1,353,649 Stock issued for deferred compensation - (35,000) Accumulated (deficit) (947,820) (1,014,826) ---------- ---------- 428,542 374,536 ---------- ---------- $ 443,935 $381,943 ========== ==========
See accompanying notes to financial statement 3
BIO-MEDICAL AUTOMATION, INC. STATEMENTS OF OPERATIONS (UNAUDITED) Six Months Ended June 30, 1999 2000 REVENUES Interest income $ - $ 2,855 --------- --------- OPERATING EXPENSES General and Administrative 101,035 51,137 Research & Development 2,302 - Write-off of patent - 18,724 Interest 4,420 - --------- --------- 107,757 69,861 --------- --------- (LOSS) FROM CONTINUING OPERATIONS (107,757) (67,006) --------- --------- DISCONTINUED OPERATIONS Income from discontinued operations 684,459 - --------- --------- INCOME (LOSS) BEFORE TAXES 576,702 (67,006) --------- --------- INCOME TAX EXPENSE 225,000 - TAX BENEFIT OF NET OPERATING LOSS CARRYFORWARDS (225,000) - --------- --------- NET INCOME (LOSS) $ 576,702 $ (67,006) ========= ========= INCOME(LOSS) PER COMMON SHARE - BASIC Continuing operations $ (0.19) $ (0.10) Discontinued operations $ 1.09 - --------- --------- NET INCOME (LOSS) PER COMMON SHARE $ 0.90 $ (0.10) ========= ========= INCOME (LOSS) PER COMMON SHARE-DILUTED Continuing Operations $ (0.17) $ - Discontinued Operations $ 1.06 $ - --------- --------- NET INCOME (LOSS) PER COMMON SHARE $ 0.89 $ - ========= ========= WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC 643,128 661,795 ========= ========= WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED 650,628 661,795 ========= =========
See accompanying notes to financial statement 4
BIO-MEDICAL AUTOMATION, INC. STATEMENTS OF OPERATIONS (UNAUDITED) Six Months Ended June 30, 1999 2000 REVENUES $ - $ - --------- --------- OPERATING EXPENSES General and Administrative 68,562 17,100 Write-off of patent - 18,724 --------- --------- (LOSS) FROM CONTINUING OPERATIONS (68,562) (35,824) --------- --------- INCOME TAX EXPENSE - - TAX BENEFIT OF NET OPERATING LOSS CARRYFORWARDS --------- --------- NET INCOME (LOSS) $ 68,562 $ (35,824) ========= ========= NET INCOME LOSS PER COMMON SHARE Basic and Diluted Continuing operations $ (0.11) $ (0.05) --------- --------- NET INCOME (LOSS) PER COMMON SHARE $ (0.11) $ (0.05) ========= ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic and Diluted 643,128 680,461 ========= =========
See accompanying notes to financial statement 5
BIO-MEDICAL AUTOMATION, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1999 2000 CASH FLOWS FROM OPERATNG ACTIVITIES Net income (loss) $ 576,702 $ (67,006) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities Officer compensation paid in common stock - 13,000 Write-off of patent costs - 18,724 Changes in assets and liabilities (Increase) in accounts receivable (8,150) - Increase (decrease) in accounts payable and accrued expenses 20,594 (7,986) Discontinued operations: Operating cash provided 116,103 - Depreciation and amortization 7,929 - --------- --------- Net Cash Provided (Used) by Operating Activities 713,178 (43,268) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Payments for patent costs (3,709) - --------- --------- Net Cash (Used) in Investing Activities (3,709) - --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from officer loan 40,000 - Payments on officer loan (54,830) - Payments of common stock retired (64) Payments of director loan (75,000) Cash repayments by continuing operations (130,000) - Cash repayment by discontinued operations (7,133) - --------- --------- Net Cash (Used) by Financing Activities (227,027) - --------- --------- NET INCREASE (DECREASE) IN CASH 482,442 (43,268) CASH, BEGINNING OF PERIODS 8,150 425,211 --------- --------- CASH, END OF PERIODS $ 490,592 $ 381,943 ========= =========
See accompanying notes to financial statement 6 BIO-MEDICAL AUTOMATION, INC. NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED June 30, 2000 The unaudited financial statements included herein were prepared from the records of the Company in accordance with Generally Accepted Accounting Principles and reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the results of operations and financial position for the interim periods. Such financial statements generally conform to the presentation reflected in the Company's Form 10-KSB filed with the Securities and Exchange Commission for the year ended December 31, 1999. The current interim period reported herein should be read in conjunction with the Company's Form 10-KSB subject to independent audit at the end of the year. The results of operations for the Six months ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. NOTE 1. COMMON STOCK The Company issued 64,000 shares of common stock (valued at $.75 per share) to its President for services to be rendered to the Company for the period of March 25, 2000 through March 24, 2001. Compensation expense to the Company is recorded as the shares are earned. Unearned shares are shown in the accompanying financial statement as stock issued for deferred compensation. 7 Item 2. Management's Discussion and Analysis or Plan Of Operations The following discussion and analysis provides information which the Company's management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report, as well as the Company's Form 10-KSB for the year ended December 31, 1999. On March 9, 1999, the Company completed the sale of substantially all of its assets to JOT Automation, Inc. (the "JOT Transaction"). As a result of the completion of the JOT Transaction, the Company's historical business, the depaneling and routing business, is considered to be a "discontinued operation" and, consequently, provides no benefit to persons seeking to understand the Company's financial condition or results of operations. As disclosed in prior filings, following the JOT Transaction the Company devoted its efforts to the development of the prototype micro robotic device. The Company has not completed the development of the technology necessary for the completion of the prototype device. It is unlikely that the Company will ever complete the development of micro robotic device. The Company has never derived any revenues from the micro robotic device and there can be no assurance that the Company will ever derive any revenues from this technology. Due to the inability to complete the micro robotic device, the Company has determined that as of June 30, 2000 it will no longer pursue sale or development of its micro-robotic device and, accordingly, the capitalized costs related to the patent underlying the device have been written off as of June 30, 2000. The Company utilizes a portion of the premises occupied by the President of the Company, as its corporate office and is also provided with administrative services, at no charge to the Company. Results of Operations - --------------------- The Company does not have an operating business and did not generate any revenues from operations for the three months ended June 30, 2000 and June 30, 1999. For the three months ended June 30, 2000 the Company generated no revenues and incurred expenses of $35,824 resulting in a net loss of $35,824 compared to a loss of $68,562 for the three months ended June 30, 1999. For the three months ended June 30, 2000 the Company's expenses consisted of general and administrative expenditures totaling $17,100 directed at maintaining the Company's status as a public company, including (without limitation) filing reports with the Securities and Exchange Commission and a charge of $18,724 to write-off a patent. For the six months ended June 30, 2000 the Company earned interest income in the 8 amount of $2,855 and incurred expenses of $69,861 resulting in a net loss of $67,006 compared to net income of $576,702 for the six months ended June 30, 1999, which consisted primarily of the proceeds of the JOT Transaction. Liquidity and Capital Resources - ------------------------------- During three months ended June 31, 2000, the Company satisfied its working capital needs from cash on hand at the beginning of the quarter. As of June 30, 2000, the Company had on hand cash in the amount of $381,943. The Company's future financial condition will be subject to its ability to arrange for a merger, acquisition or a business combination with an operating business on favorable terms that will result in profitability. There can be no assurance that the Company will be able to do so or, if it is able to do so, that the transaction will be on favorable terms not resulting in an unreasonable amount of dilution to the Company's existing shareholders. The Company may need additional funds in order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to obtain additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity. Certain of the matters discussed herein include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates" and similar expressions are forward-looking statements. The actions of current and potential new competitors, changes in technology, seasonality, business cycles, new regulatory requirements and other factors may impact greatly upon strategies and expectations and are outside our direct control. Except for historical information contained herein, the statements in this report are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to differ materially, from forecasted results. These and other risks are described elsewhere herein and in the Company's other filings with the Securities and Exchange Commission, namely the Company's Form 10-KSB for the year ended December 31, 1999. 9 PART II - OTHER INFORMATION Item 2. Changes in Securities On May 5, 2000, the Board of Directors of the Company determined, with Steven N. Bronson abstaining from the vote, to compensate Steven N. Bronson for his services as the Company's President, with the Company's common stock in lieu of his annual salary of $48,000. The Company issued Mr. Bronson 64,000 shares of the Company's unregistered common stock as Mr. Bronson's annual salary for the period March 25, 2000 through March 24, 2001. Item 5. Other Information On March 25, 2000, Steven N. Bronson acquired control of the Company. Simultaneously, with the change of control all directors and officers of the Company resigned. Steven N. Bronson, Leonard Hagan and Kenneth S. Schwartz were appointed to the Board of Directors of the Company and Steven N. Bronson became the sole officer of the Company. The Company issued a disclosure statement pursuant to Rule 14(f)-1 to the shareholders reporting this event and filed a current report on Form 8-K, dated April 5, 2000. Item 6. Exhibits and Reports on Form 8-K a) Exhibits Exhibit 27 - Financial Data Schedule b) The Company filed a current report on Form 8-K reporting a change in control of the Company as of March 25, 2000, which is incorporated herein by reference. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 11, 2000 BIO-MEDICAL AUTOMATION, INC. By: /s/ Steven N. Bronson ---------------------------- Steven N. Bronson, President (Principle Executive Officer, as Registrant's duly authorized officer) 11 EX-27 2 0002.txt
5 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 381,943 0 0 0 0 381,943 0 0 381,943 7,407 0 0 0 70,763 303,823 381,943 0 2,855 0 0 0 0 0 (67,006) 0 0 0 0 0 (67,006) (0.10) (0.10)
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